Business Portal Template

BUSINESS PORTAL TEMPLATE — BUSINESS PORTAL AGREEMENT

This Business Portal Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business requiring electronic access to an online business portal and related services (the "Portal") identified as Portal Name: ; and

WHEREAS, Provider develops, hosts, operates and maintains the Portal and desires to provide access and services to Client on the terms set forth in this Agreement.

SCOPE OF SERVICES

Provider will grant Client access to the Portal and will perform the services described below. Provider's obligations include operation, maintenance, reasonable technical support, and data export capability as further described in the Scope of Services field.

ACCESS, SECURITY AND DATA

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Data Ownership: Client retains all right, title and interest in Client Data uploaded to the Portal. Provider is granted a limited, non-exclusive, revocable license to store, transmit, process and backup Client Data solely to perform the Services described in this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for Portal access and services. All fees are exclusive of taxes; Client is responsible for applicable taxes other than Provider's net income taxes.

Monthly Quarterly Annual One-time

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, client lists, pricing, and Client Data. Confidential Information does not include information that (a) is or becomes generally known to the public through no wrongful act of the Receiving Party; (b) was known by the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit access to Confidential Information to employees, contractors and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) use reasonable physical, administrative and technical safeguards to protect Confidential Information from unauthorized disclosure. Upon termination or written request, Receiving Party shall return or destroy Disclosing Party's Confidential Information, except to the extent retention is required by law, in which case the information shall remain subject to the confidentiality obligations set forth herein.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages, except to the extent such limitation is unenforceable under applicable law. Provider's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold harmless Provider from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Client Data or Client's breach of this Agreement. Provider shall indemnify, defend and hold harmless Client from third-party claims alleging Provider's gross negligence or willful misconduct in providing the Services.

COMPLIANCE; AUDIT

Provider will maintain commercially reasonable administrative, physical and technical safeguards appropriate to the nature of the Client Data. Upon reasonable prior notice and during normal business hours, Provider will permit Client to audit Provider's compliance with the obligations specific to Client Data security and confidentiality, provided such audit does not unreasonably interfere with Provider's operations.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executives of the parties. If negotiation fails, any unresolved controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the parties' mutual agreement to proceed with arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS; GENERAL PROVISIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party will export, re-export or transfer any technical data or software except in full compliance with all applicable export control laws.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice in accordance with this Section.

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